UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
LanguageWare.net (Company) Ltd.
(Name of Issuer)
Ordinary Shares, NIS .01 nominal value per share
(Title of Class of Securities)
MO1575105
(CUSIP Number)
January 14, 2000
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for
a reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 or otherwise subject to
the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
Page 1 of 8 Pages
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SCHEDULE 13G
CUSIP No. MO1575105 Page 2 of 8 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Vertex Technology Fund Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 5,309,734
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 8 SHARED DISPOSITIVE POWER
WITH 5,309,734
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,309,734
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.9%
12 TYPE OF REPORTING PERSON *
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. MO1575105 Page 3 of 8 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Vertex Venture Holdings Pte Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 5,309,734
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 8 SHARED DISPOSITIVE POWER
WITH 5,309,734
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,309,734
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.9%
12 TYPE OF REPORTING PERSON *
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1(A). NAME OF ISSUER
LanguageWare.net (Company) Ltd. (the "Issuer")
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
28 Pierre Koenig Street
Jerusalem 91530 Israel
ITEM 2(A). NAME OF PERSONS FILING
Vertex Technology Fund Ltd. ("VTF")
Vertex Venture Holdings Pte Ltd. ("VVH")
VTF and VVH are filing this Statement on Schedule 13G
jointly pursuant to Rule 13d-1(k)(1) of the Securities
Exchange Act of 1934, as amended (the "Act"). Attached
to this Statement as Exhibit A is the Joint Filing
Agreement of VTF and VVH pursuant to Rule 13d-
1(k)(1)(iii) of the Act.
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICES OR, IF NONE, RESIDENCE
The principal business office of each of VTF and VVH is
located at:
77 Science Park Drive
#02-15 Cintech III
Singapore Science Park
Singapore 118256
ITEM 2(C). CITIZENSHIP
VTF-Singapore
VVH-Singapore
ITEM 2(D). TITLE OF CLASS OF SECURITIES
Ordinary Shares, NIS .01 nominal value per share (the "Shares")
ITEM 2(E). CUSIP NUMBER
MO157505
Page 4 of 8 Pages
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ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B),
OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15
of the Exchange Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the
Exchange Act;
(c) [ ] Insurance company defined in Section 3(a)(19)
of the Exchange Act;
(d) [ ] Investment company registered under Section 8
of the Investment Company Act;
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the
definition of an investment company under Section
3(c)(14) of the Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-
1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c),
check this box. [X]
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned
VVH, as the owner of approximately 86% of VTF, may be
deemed to share with VTF the power to vote or direct the vote and
to dispose or direct the disposition of 5,309,734 Shares of the
Issuer of which VTF is the direct beneficial owner. Included in
such number of Shares are 1063,830 Shares which VTF and VVH, as
the controlling person of VTF, have the right to acquire
beneficial ownership of within 60 days of January 14, 2000.
(b) Percent of Class
As determined pursuant to Rule 13d-3 of the Act, each
of VTF and VVH, as the controlling person of VTF, may be deemed
to be the beneficial owner of an aggregate of 5,309,734 Shares of
the Issuer, which constitute approximately 7.9% of the
outstanding Shares. According to Issuer, 66,314,109 Shares were
outstanding as of January 14, 2000.
(c) Number of shares as to which such person has:
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE
None
(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE
5,309,734
Page 5 of 8 Pages
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(iii)SOLE POWER TO DISPOSE OR TO DIRECT THE
DISPOSITION OF
None
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE
DISPOSITION OF
5,309,734
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be
the beneficial owner of more than five percent of the class of
securities, check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON
Not Applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable
ITEM 10. CERTIFICATIONS
By signing below each of the undersigned certifies
that, to the best of his or its knowledge and belief, the
securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any
transaction having that purpose or effect.
Page 6 of 8 Pages
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SIGNATURES
After reasonable inquiry and to the best of each of the
undersigned's respective knowledge and belief, each of the
undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: January 24, 2000
Vertex Technology Fund Ltd.
By: /s/ Lee Kheng Nam
Name: Lee Kheng Nam
Title: President
Vertex Venture Holdings Pte Ltd.
By: /s/ Lee Kheng Nam
Name: Lee Kheng Nam
Title: President
Page 7 of 8 Pages
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EXHIBIT A
AGREEMENT
The undersigned hereby agree to jointly prepare and file
with regulatory authorities a Schedule 13G and any future
amendments thereto reporting each of the undersigned's ownership
of securities of LanguageWare.net (Company) Ltd. and hereby
affirm that such Schedule 13G is being filed on behalf of each of
the undersigned.
Date: January 24, 2000
Vertex Technology Fund Ltd.
By: /s/ Lee Kheng Nam
Name: Lee Kheng Nam
Title: President
Vertex Venture Holdings Pte Ltd.
By: /s/ Lee Kheng Nam
Name: Lee Kheng Nam
Title: President
Page 8 of 8 Pages
